


When Brendon Met Spencer

by mapleandmahogany



Category: Bandom, Panic At The Disco
Genre: M/M, RPF
Language: English
Status: Completed
Published: 2011-08-20
Updated: 2011-08-20
Packaged: 2017-10-22 21:11:44
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 17,011
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/242644
Author URL: https://archiveofourown.org/users/mapleandmahogany/pseuds/mapleandmahogany
Summary: <blockquote class="userstuff">
              <p>When Harry Met Sally AU</p>
            </blockquote>





	When Brendon Met Spencer

**Author's Note:**

> As ever, deepest affection to Quizzical who read this per paragraph as I wrote, and thanks to the gorgeous queenb23more and redandglenda for beta help.

~

 **May 2005**

 **The first time they meet.**

~

He's wearing a red hoodie, tight girl-jeans and has a backpack slung over his shoulder. He's also completely making out with a scraggly looking dude with greasy flat-ironed hair.

"Ahem," Spencer coughs through the driver's side window. This has no effect at all so Spencer blares the horn until the two jump apart and then he gives them his nicest smile.

"Hey! You must be Smith!"

"Yeah. Um, Brendon Urie?"

"That's me!"

Spencer glances in the rear view mirror while Brendon puts a guitar case and a duffle bag nearly as big as himself, in the back. Spencer does his best not to hear the sappy, and he thinks, meaningless, 'I'll miss you' and 'call me soon's' exchanged between the two.

"Ready?" Spencer asks once Brendon is sitting next to him.

"Dude, I sold my car and keyboard yesterday. I am so ready to be outta here. You?"

"Yeah, um. I've been planning this for a year. I'm meeting my best friend Ryan in Chicago."

Brendon smirked. "Your best friend?"

"Yeah. …What?"

"… Your _best_ friend? Are you in third grade?"

Spencer rolled his eyes and decided to change the subject.

"The drive should be about twenty-five hours. I printed the route from Mapquest and I thought we could rotate with eight, three-hour shifts, or –"

"Sure, that's cool. Whatever you want. Just lemme know when we get there." Brendon only gave Spencer's highlighted printout a cursory glance before digging in his backpack and coming up with a bag a cheddar popcorn. "Smartfood?"

"No, thanks." He didn't want to get the steering wheel all gunky, he'd just cleaned the van.

Brendon shrugged, "your loss," and palmed a handful of popcorn into his mouth, at least half of it falling into his lap and between the seats.

"You can handle the drive, right?" Spencer was beginning to send stabbity thoughts at Brent. "You've driven a long distance before?"

"I drove half way to Phoenix once."

Spencer let out a snuffling growl under his breath and put the van into Drive.

"It'll be okay! I won't let you down, Spencer Smith, I swear."

Spencer glanced at Brendon, doing a double take at his smile. It must have been contagious because he mirrored it without thinking.

"Hey," Brendon said, putting his hand on Spencer's forearm and squeezing. " _Chicago_!"

Brendon's voice was tight and full of excitement and Spencer completely understood. He'd been planning to leave Nevada since he was a kid and it was finally happening. He smiled back. " _Yeah_."

~

"So tell me the story of your life."

"My life?"

"We've got twenty-five hours to kill and my iPod won't last that long."

Spencer considers his eighteen years with a frown. " _My_ life wouldn't even get us out of Vegas. Nothing's happened to me yet." Brendon looked like he was still waiting for a better answer so he added, "that's why I'm going to Chicago."

"So something will happen to you?"

"Yes."

"Like what?"

"Like … like, I'm going to Columbia to major in Music Business so I can get a cool job and make lots of money so I can do more cool stuff."

"Music _business_? So you can be one of those dictators who controls the music industry?"

Spencer deflated a little. No one had ever questioned his motives before. "I guess that's one way to look at it."

"But you can't _manage_ music, dude! It's organic – it's _alive_. It's something that's inside a person and you can't control that! Nobody should get to control that."

"I'm not … that's not what I mean."

"Because labels and managers and fucking _record companies_ are the root of everything shitty that's ever happened to music."

Spencer gaped. "Yeah, that, and every dipshit musician who couldn't remember to eat, how to hang onto his money or when to stop doing drugs before he killed himself."

They glared at each other before looking out the windshield. Spencer was going to kick Brent in the shin the next time he saw him.

~

"He was so!"

"He was _not_! Oh, my god!" Spencer was shouting, but not because he was losing his temper but only because Brendon was so goddamn loud himself. "Paul McCartney wrote Helter Skelter, Yesterday, and Eleanor-Fucking-Rigby! Just because he had commercial success doesn't negate that he's a good songwriter!"

"As a pop machine! Everything he writes was, and is, completely, classically formulaic. John Lennon was an innovator. Even with pop music! But he wrote music that meant something to him."

"And here we go with the pretentious."

Brendon ignored him. "He was brutally honest with his music and his lyrics are still relevant twenty years after his death." Brendon was shifting and squirming in his seat, the restraint barely keeping him place.

"What good is being an innovator if you have to be high to understand it? Paul told stories that were fun to listen to and that everyone could enjoy. And he innovated plenty, thank you very much."

"John made plenty of pop music, too, but he wasn't afraid to push boundaries with it."

They were both pink-faced and breathing heavy. They glared for a moment, the thrill of debate getting their blood hot but their eyes shined with the fun of it.

"I think most would agree," Spencer tries a peace offering. "They were probably best when they were together."

The tension in Brendon's shoulders snapped and his eyes crinkled. "Yeah. Definitely."

~

Somewhere in Colorado, the elevation seemed to be getting to their heads as Spencer exited the highway.

"He lost his _soul_ for her! You can't get any hotter than that."

"Puh-lease. _Riley_ and Buffy's passion was so hot they summoned demons that possessed a house."

"Yes. See? Evil!"

"No, Angel was evil. He got a soul band-aid but he was always Angelus. Riley really loved her."

"I cannot believe any sane person would think that!" Brendon waved his arms, crossing and uncrossing his legs with a huff.

"Any sane person would rather have a human boyfriend that loved them, than an emo vampire who can't get it up without losing his soul!" Spencer slammed the van into Park in front of the Love's Truck Stop and turned off the ignition.

"Well that explains it, then," Brendon said, releasing his seatbelt and smiling as though something had just been settled.

"What?"

They both got out of the van and approached the door.

"Nothing."

"What? Say it!"

"Obviously," Brendon said, pausing in the doorway, "you haven't had good sex, yet."

Spencer face heated and his stomach got all squidgy.

"I have _so_!" he hissed, following Brendon inside.

"Have not."

"It just so happens, that I have had plenty of good sex!"

The customers inside went quiet; a burly, tattooed trucker raised his eyebrows at him, while a pair of older ladies gasped.

Spencer ducked his head and walked with humiliated determination towards the booth that Brendon had taken. He was slumped and laughing behind his menu when Spencer sat across from him.

"With who?" Brendon put down the menu, still stifling his giggle.

"What?"

"With who did you have all this great sex?"

"I'm not gonna tell you that!" Spencer grumbled, scandalized at being asked so abruptly.

"Fine, don't tell me," Brendon said, returning to the menu.

Spencer struggled for a second, frustrated, but his honest tendency got the better of him. "Becky Minardi _and_ Andy Gordon." He raised his eyebrow at Brendon. Two is better than one so surely that would shut him up.

"You did not have great sex with Becky Minardi _or_ Andy Gordon."

"I did, too."

"No you didn't."

Spencer scoffed, rolling his head around his shoulders.

Brendon lowered his voice and leaned forward. "You may have thought you had great sex with Becky Minardi, but it was also the _only_ sex you'd ever had and what it really did was confirm that you were never going to be the kind of boy who brings home a nice girl _just like mom_. And while the sex with Andy Gordon was probably like something out of Revelations for you, it also hurt like hell and made you decide you were going to be a top forever."

He finished with a cocky shrug and returned to the menu, leaving Spencer gaping. As much as Spencer wanted to deny it, Brendon pretty much nailed it exactly, but he was saved from having to respond when waitress showed up.

"I'll have the number three," Brendon said right away.

"I'll have the bacon cheeseburger."

"You got it."

"No, wait. I want the bun toasted and the lettuce and tomato on the side. And I want real cheese, not the processed stuff, unless you don't have it then none at all."

"Not the burger?"

"No, just the burger. But then not toasted."

"Uh-huh."

Brendon was giving him a wide-eyed look after the server walked away.

"What?" Spencer snapped.

"Nothing." Brendon shook himself.

~

Spencer was calculating the 20% tip and split in taxes for their order.

"Okay, you owe $11.78, but if you want to just make it an even twelve..." He looked up and Brendon was _looking_ at him with his chin propped on his fist.

"What? Do I have something on my face?" Spencer wiped his mouth feeling self-conscious.

"You know, you're actually very hot."

"I …" Spencer pushed his hair aside and looked down. "Thank you. Twelve dollars."

Brendon smiled and reached into his front pocket and pulled out a roll of cash.

"God, Brendon, hide that! Do you want us to get mugged?"

Brendon just laughed, pulled out a ten and two ones, and dropped them on the table. "Don't try to deflect. You're hot. Brent never said."

"I don't … I don't think Brent thinks I am." Spencer put a clean spoon on top of Brendon's cash to weigh it down.

"See, I don't think it's a matter of opinion. You're just plain hot, in a pretty lesbian kinda way." Brendon's tone still sounded like he was discussing music theory, but Spencer was convinced he was mocking him with the back-handed compliment.

"Call me flattered," Spencer grumbles as he slides out of the booth.

"What…?" Brendon has to jog to keep up with Spencer as he marches across the parking lot. "What?"

"You don't even know me and you're coming onto me."

"I wasn't coming onto you."

"Yes, you were."

"Oh. Okay, fine. Sorry! I take it back." Brendon holds his hands up.

"You can't take it back, it's already out there."

"Ah, geez, what are we gonna do? It's already out there!" Brendon plays it up while they climb in and click their seat belts. "So. Wanna get a room?"

"Brendon!"

"Kidding!"

Spencer takes a deep breath before continuing. "Brendon, we are just going to be friends."

"Great. Friends. Awesome."

~

"You realize of course that we could never be friends."

Spencer closes his eyes briefly to gather patience knowing he'll regret asking, but morbid curiosity gets the better of him. "And why not?"

"What I'm saying is …" Brendon wriggles a little, like he's preparing a big speech, holding his hands out. "And this is not a come on, in any way – swear! Is that gay guys can't be friends because the sex part always gets in the way."

"That is total bullshit. I have gay friends and there is no sex involved."

"No you don't."

"Yes, I do."

"No you don't.

"Yes I – dammit, are you saying that I'm having sex with my friends without my knowledge?"

"No. I’m saying you want to have sex with each other, but you just won't admit it."

"We do not."

"Yes, you do."

"We, we do not …" Spencer wanted to argue this further because everything about Brendon's supposition disagreed with him, but he couldn't forget how he'd felt about Ryan when he was sixteen. "How do you know?"

"Because no guy can be friends with someone he finds attractive. Gay or straight, guys always want to get laid."

Spencer huffed. "So you're saying that a guy _can_ be friends with someone he finds _unattractive_."

"No, you pretty much want fuck them, too."

Spencer flipped the turn signal and changed lanes just because he wanted to do something. This whole conversation made him wonder if there was something weird about his friendship with Ryan but then he decided that Brendon just talked too much. "Well, then I guess we're not going to be friends," he finally said, after passing a semi. He hoped that would finally shut Brendon up.

Brendon shrugged and sunk into his seat a little. "That's too bad …" He sighed and Spencer looked over, seeing Brendon's reflection in the passenger window. "You were going to be the only person I knew in Chicago."

In spite of all the annoyance, Spencer can't help but feel a little guilty.

~

They pull up in front of old club along Clark Street and Spencer gets out to stretch his legs. He puts Brendon's duffle bag on the sidewalk.

"Well, thanks for the ride," Brendon says. He looks as nervous as he is excited.

"Yeah. It's been interesting."

Brendon looks up at the skyscrapers towering above them. They are both familiar with hustle scene on the Strip and the flashy Casinos at home, but Chicago is much bigger and colder in ways other than temperature. He purses his lips together and angles his guitar case in a little salute to Spencer and starts to turn away.

"Brendon, wait!" Spencer can't help it. As anxious as he is to get away from Brendon, he can't help but worry about just leaving him like that. "Um, don't keep all that money in one place, okay? And buy yourself a real coat before you run out. Chicago has real winters, you know, you're gonna need it."

"Will do."

Spencer nods and opens the driver-side door.

"Hey, Spencer! … _Chicago_."

"Yeah."

~

 **Four Years Later**

 **The second time they meet**

~

Spencer hears the announcement for his flight as he's staring up into the blue eyes of the guy-he's-been-fucking-for-three-weeks-po

ssibly-boyfriend-now and is just about to bear his heart by saying something sappy when he's interrupted.

"-Bob? Bob Bryar, is that you? I thought so, hi! Brendon Urie."

Spencer recognizes the voice before he even speaks his name and steps back when they shake hands.

"Right. Urie, what's up, man?"

"Just flying home – dude, are still working with the…?"

"Yeah, still with them. How about you, still doing the…?"

"Totally. Well, a lot more now. It's good, it's good."

"Cool."

Spencer's relieved to hear from the shallow exchange of pleasantries that Bob doesn't know Brendon that well. He tries to look disinterested but sees in periphery that Brendon's eyes linger on him for a second, not quite sure where to place him.

"Sorry, uh, this is Spencer Smith, Brendon Urie. Brendon, Spencer." Bob's not overly friendly, Spencer notices, just maintaining the basic dude-bro demeanor he always fronts with colleagues.

"Hey," Spencer mutters, giving Brendon a tight-lipped nod. Brendon smiles bright and open, and Spencer realizes for a moment how attractive Brendon's become in adulthood, no longer the scenester teenager he remembers, when a flicker of tension tightens the corners of Brendon's mouth and he turns back to Bob with a start.

"Well, hey, I got a plane to catch. Good to see ya again, Bob."

"You, too, Urie. Take it easy." They actually fist bump in farewell and Spencer rolls his eyes before Bob can see.

"Thank god he didn't recognize me! I drove from Vegas to Chicago with him after high school and it was the longest day of my life!"

"What happened?" Bob frowns.

"He made a pass at me and when I said no, that we could just be friends he – I remember this now – he said that gay guys can't be friends because the sex part always gets in the way."

"So then what happened?" Bob glares past Spencer into the crowd as if he can still see Brendon, and the protective gesture made Spencer get a little weak in the knees.

"Nothing happened." Spencer leans close to Bob's chest. "Never saw him again."

Spencer smiles up at Bob and when he looks at Spencer, his gruff expression soften. "I'll miss you."

"You will? I mean, I'll miss you, too." Spencer's pretty sure he's really, truly, in love this time.

~

Spencer spends the flight lost in daydreams of Bob's deep voice in his ear, Bob's hands on his body, and the pretty blue-eyed babies they'll never actually make together. When they touch down in Vegas, his fantasies are still happily at twenty thousand feet when a familiar voice cuts in.

"So, you're going with the mountain man look now?" Brendon's got this impish expression and Spencer tries to remember what he looked like after high school, all soft and baby-faced at eighteen. He's been hoping that now a little facial hair will make him look more edgy and less Edge. "I didn't recognize you at first."

"It's just … it's an experiment." Spencer's glad his scruff minimizes the appearance of his blush. "I've been busy the last month, graduating and everything."

"Oh, you graduated? Columbia, right? Congratulations!"

"Yeah, I did. Thanks." It was really fucking hard to do in four years and Spencer is proud of himself and he doesn't mind accepting the accolade.

Brendon's still walking next to him, which can't be helped, Spencer realizes, as they're both heading towards the baggage claim.

"So … are you still playing? Guitar?" he asks, trying to ease the awkwardness.

"Totally. Well, I mean, I give lessons. Sometimes I'll play at a student's gig or something though."

"Your students' _gig_?" Spencer laughs. "Like what, you do a guest spot at the Washington Elementary Christmas concert?"

Brendon laughs, too, but shakes his head. "No, my … my students are, um..." Brendon puts a light hand on Spencer's elbow and stops them in front of a magazine-slash-souvenir cart. He frowns as he looks over the display. "These guys, here." Brendon points, not at the main cover band but one featured in the corner. They aren't a hugely popular band, but Spencer knows them. "I give them piano and guitar lessons. And other people like that."

Spencer kind of gapes at him, wondering if maybe he shouldn't believe Brendon, but then Brendon isn't really saying it like he's trying to brag. More like he's just wants to show Spencer that he isn't the total loser that Spencer clearly predicted him to be.

"Wow, that's … well, cool."

"Yeah. It's fun. You were going to major in business, right?"

" _Music_ business. Yes. I did. I haven't killed the industry _yet_." Spencer looks at him sideways and gives him an eyebrow that shuts most people down but Brendon just giggles.

"Cool! And you're with Bob, now? How crazy is that? We knew people who knew people, you know. He's a good guy. I like Bob. "

"I like Bob, too."

"So, you staying in Vegas long?"

"A few weeks, until my job starts."

"Okay. Hey, you want to have dinner sometime?"

Spencer glares at him, suspicious.

"Just friends."

Spencer stops where he's walking and faces Brendon. "I thought you said," he glances around and lowers his voice, "that gay guys can't be friends."

"When did I say that?"

"On the drive to Chicago." Spencer rolls his eyes and starts walking again.

"No, I never said that."

Spencer takes a breath and waits.

"Oh, yes. That's right, I did," he concedes. "They can't be friends."

Spencer can't deal with this anymore. He has luggage to find and he really doesn't want to have to introduce Brendon to his mother. She probably would ask him to dinner, so he stops and faces Brendon like a man.

"Brendon, I still won't sleep with you, okay?"

Brendon laughs, his mouth open and eyes closed, really _laughing_. "No, no! Sorry, I mean, you're still totally…" Brendon raises his eyebrows, looking Spencer up and down. Spencer puts a hand on his hip and frowns. "But I'm involved now. So, no."

"You're involved? As in, a relationship?"

"Yeah."

" _You_ are in a relationship?"

" _Yes_ ," Brendon affirms, and he looks amused by Spencer's skepticism even though he has every right to be offended.

"Who _is_ he?" Spencer asks, because honestly, he cannot imagine what kind of person would live with Brendon Urie.

"Shane Valdes. He's a filmmaker. He's hot."

"Oh?"

"Yeah. Going on two years now. We have a place together and everything."

"You -? Wow. I …" Spencer stops talking, observing the way Brendon blushes as he looks down, puts his hands in his pockets, and shrugs his shoulders. "Good for you, Brendon. I'm, I'm really happy for you."

He really is. …It's just that Spencer busted his ass to graduate in four years and he's only got sixty-three dollars in the bank. He's going to have to humiliate himself and ask his parents for money for clothes because he starts his Real Grown Up Job in three weeks and he has to look like a professional, and here Brendon fucking Urie of all people is already living an adult life.

"Thanks." He shrugs. "It's too bad gay guys can't be just friends."

Okay, not so much of an adult after all. Spencer huffs and begins walking again, but Brendon just continues after him.

"Unless! Unless both parties are involved with other people, then they can. This is an amendment to the earlier rule, see? If the two people are in relationships, then the pressure of possible involvement is lifted."

Spencer tries to ignore him by concentrating on a concourse direction sign. It doesn't help.

"But that doesn't work either because the person you're involved with doesn't understand why you have to be friends with the person you're just friends with. Like it means something is missing or some shit like that. Like maybe there's something wrong with the relationship and you had to go somewhere else to get it."

Spencer is walking his quickest pace and Brendon's stupid little legs seem to have no problem keeping up.

"Then when you say no, no, dude, it's not true, nothing is missing from the relationship, the person you're involved with accuses you of secretly wanting to fuck the person you're just friends with. – Which you probably are, right? Who the hell are we kidding? Which brings us back to the earlier rule of: gay guys can't be friends."

"Brendon," Spencer says with a deep breath. "Good bye."

"Yeah, okay." Brendon nods. He's still got a smile but seems kind of resigned to understanding that he does this to people sometimes.

"Hey, Spencer?"

A sense of guilt makes him stop and turn around.

"You … I bought a coat. A winter coat, like you said? Remember?"

Spencer thinks back and he vaguely recalls dropping off Brendon in Chicago. "I think I do."

"You saved my life that winter. So, thanks."

Spencer is a little overwhelmed and feeling guiltier. "It's no … it's, it's fine. I'm glad."

"Yeah."

"Um … you take care of yourself, Brendon."

"You, too, dude. Maybe we'll see each other back in Chi-town, huh?"

"Yeah, maybe."

But Chicago is a big city, with a big music scene and Spencer is about to start his professional life. He never expects to run into Brendon Urie again.

~

 **Two Years Later**

~

"I went through his pockets, right? And you know what I found?"

"God, Ryan, you went through his _pockets_?"

Spencer's sole goal for the day is to distract himself with a day of vintage clothes shopping and listening to Ryan moan about his faily love life. He holds up a floral shirt to Ryan's chest who makes a face and continues his story.

"They just bought a dining room table. He and his wife just a bought a dining room table for sixteen hundred dollars."

"Where?"

"The point is not where, Spence! The point is that I realized; he's never going to leave her."

"So what else is new? You've known this for a year."

Ryan sighs and nods approval at the next shirt Spencer holds up. "You're right. I know you're right…" As ridiculous as he is, Ryan still looks so sad. "I'm never gonna have what you have with Bob."

"Bob and I broke up." Spencer doesn't mean to blurt that out but he squares his shoulders when Ryan's eyes go wide.

"What? When did this happen?"

"Thursday."

"You waited three days to tell me? The fuck is that about?" It only takes a second for Ryan's brain to catch up with his mouth. "-No. Sorry. Not about me. Um, you must be upset?"

"I'm not. It's not a big deal, okay? We've been growing apart for awhile." He wanders over to another clothing rack and Ryan trails behind, his face full of disappointment.

"But you guys were a _couple_. You had someone to go to gigs with. You had a date for national holidays."

Spencer laughs. "There's more to a relationship than just not-being-alone. I just realized that we weren't going anywhere and that I deserved better. -We both do," he adds magnanimously.

"God, you're in such great shape."

"Well, I've had a few days to get used to it, and," he takes a fedora from a mannequin and pops it onto Ryan's head with a smile, "I'm doing okay."

"Huh." Ryan gives him a suspicious look and then shrugs. "Well then, it's time." He doesn't remove the fedora and takes out his iPhone.

"No, Ry – what are you doing?"

"I'm getting you back out there. Yeah, here, this guy…" Ryan indicates the entry on the screen. " _I_ don't think he's crazy-hot, but he'd be good for a rebound."

"No, it's too soon. I don't want …" But Spencer can't stifle his curiosity. Giving in, he hooks his chin over Ryan's shoulder to look at the iPhone. "Fine. Who is it?"

"Joe Trohman."

"Oh, my god!" Spencer rolls his eyes and turns to a scarf rack. "You hooked me up with him two years ago. No."

"Jesus. Fine then." He pauses to make a face at the scarf Spencer is fingering and returns to scrolling. "Here's one. He's good, too. Nick-"

"You know what? Just don't."

"But you said you were okay." Ryan blinks up at him.

"I _am_. But I'm in a mourning period."

"Whatever, emo kid. But you don't want to wait too long. Remember Alex? His boyfriend left him, everyone said 'leave him alone, give him some time' - six months later, he was dead."

"Are you suggesting I should hook up with someone right away in case he's about to die?"

"I'm saying, the right man for you might be out there right now and if you don't grab him, somebody will and then you'll have to spend the rest of your life knowing that someone else is fucking your boyfriend."

Spencer clenches his jaw and counts backwards because he knows this actually makes sense in Ryan's head.

"Look, I'm just… I’m not ready."

Ryan puts his phone in his pocket and leans into Spencer's arm. "Okay. Sure. More shopping?"

"Shoes?"

"Yeah."

~

Brendon and Jon stand up, fling their hands in the air doing the wave and then sit down again with the rest of the crowd. The Bears game is only three minutes into the first quarter and Brendon's face is freezing and sunburning at the same time but he hardly notices.

Jon looks at him with big, sad eyes and asks, "When did this happen?"

"Thursday. Shane comes home and says 'Discovery signed me for a documentary I'm going to Costa Rica for a year.' Just says it. Like we've talked about it before or something. Like leaving your partner for a year is no big deal."

"What did you say?"

"Well, I don't want to be dick about his career, right? I mean I _try_. So I say, 'um, what the fuck, a _year_? Were you even gonna tell me, asshole?' He says 'I'm telling you now' and that he thinks this will be good for us, that I don't need him to take care of me anymore, that it would be good for me to be on my own."

"Oh, man."

"I stay totally calm and say 'What the actual fuck do you expect me to do for a year? Do you expect me to just wait for you?' and he says, get this, 'No, you can see other people while I'm gone' – like that's supposed to cushion the blow!"

"No, shit! He actually said that?"

The Bears score a field goal and the crowd around them roars to life. Brendon takes the break to wipe at his cold nose and adjust his glasses before he continues.

"He actually said it. I'm all thinking, _see other people_? Who says that to the person they love? When I realize _shit_ , maybe he doesn't? So ask him, 'Don't you still love me?'."

"Fuck."

"You know what he says? He says … 'I don't think I can love you enough'."

Apropos of the moment, the stadium jeers at a referee's call.

"What the fuck does that _mean_ , Jon Walker? 'Love me _enough_ '?"

"I don't even know, man. Confirmed bachelor here, remember? But I don't think that sounds, like, _good_ , you know?"

"I haven't told you the best part. He tells me, since he'll be gone for a year, he can rent the apartment to this woman he knows and I can get my own place, _when the doorbell rings_ and it's the woman there to look at the place."

"No! She was there?"

Brendon nods. "So obviously I'm suspicious now. I'm not a total idiot, I ask Shane, 'When did you arrange this?' and he doesn't answer so I ask the chick, 'When did Shane tell you to come over?' And she just asks if there's a fireplace. So I say to Shane, 'Dude, fucking tell me, when did you tell her she could rent our apartment?' and he says 'Two days ago'."

"So Ms. Fireplace knew Shane was leaving two days before you did? That's so messed up."

"She knew! And thing is …" Brendon stares at the players on the field, "he could have taken any job, Jon. What's so wrong with me that this great guy has to take a job in Costa-Fuckin'-Rica just to get away from me?"

The Bears complete a pass and during the deafening cheer, Jon squeezes him around the shoulders and presses his head to Brendon's.

~

 **The third time they meet.**

~

It's only been a few days since he went shopping with Ryan, but without the concern of rushing home to Bob now, he has a lot more time on his hands.

"I just happened to see his email…" Ryan dangles this tidbit as he and Spencer flip through vinyl at Reverb Music.

"How the hell did you just _happen_ to see his email?"

Ryan shrugs. "He was taking a shower after we fucked and his laptop was right there …"

"Jesus, Ryan. What if he'd come out and caught you?" Spencer shakes his head because he honestly doesn't understand how Ryan gets through life.

"You're missing the point. I'm telling you what I found; he just bought tickets to take his wife to the Bahamas …I don't think he's ever going to leave her."

Spencer looks him dead in the eye. "Ryan, no one thinks he's ever going to leave her." It's harsh, but Spencer's got to be honest with him because Ryan doesn't always get it.

"I know. You're right. You're always right."

Spencer hates being so blunt, but god! Attempting to lighten the mood, he holds a KISS album next to his face and sticks out his tongue like Gene Simmons, sending Ryan sputtering into quiet giggles.

"Damn, with a tongue like that you'll have another boyfriend in no time."

Spencer bumps him with his hip and returns to perusing the Ks. He only gets part way through the Ls before Ryan's by his side again.

"Hey, Spence," he mutters, standing near but not _too close_. "I think somebody saw that tongue thing of yours. Over there in Soundtracks." He points with his eyebrows and indicates with a jerk of his head that isn't the least bit subtle.

Spencer keeps his head down but looks up and sees Brendon glancing in their direction. "Oh, god. I know him. _You'd_ like him, he's in a relationship."

Ryan actually looks interested. "Who is he?"

"Actually, I told you about him. Brendon Urie. He rode out with me from Vegas, remember? He gives music lessons to rock stars now."

"That's him? He's hot."

"You think so?"

"Yeah. How do you know he's in a relationship?"

"Because last time I saw him, he was totally in love with his boyfriend."

"When was that?"

"Two years ago."

"So? He might not be taken anymore."

Spencer huffs. "Also, he's obnoxious."

"Ooh! It's just like one of those heavy metal ballads!" It's Ryan's turn to tease and Spencer glares at him. "You know, the ones about falling in love with a bitch you can't stand."

"Oh, god, shut _up_. Besides, he never remembers me anyway."

"Spencer Smith?"

Spencer snaps his head up at Brendon's voice. "Brendon. Hi."

"I thought it was you."

"It was –is." He blanks out for a second at Brendon's soft smile and big dark eyes. "Uh... Oh! This is Ryan." He looks over but Ryan is already walking away singing _Happiness Is A Warm Gun_ , off key and with a smirk. "…was Ryan."

"How are you?" Brendon asks. He's got his hands tucked into the front pockets of his jeans – normal guy jeans, too – wearing a tan corduroy jacket.

"Fine."

"How's Bob?"

"Fine." Spencer pushes his hair out of his eyes and takes a breath, summoning a smile and what he hopes is an air of confidence. "I hear he's fine. We just broke up."

"Oh, no. I'm so sorry."

Spencer just waves it off like it doesn't matter, but the truth is, his throat is suddenly too tight to speak on the subject. He'd completely forgotten that Brendon even knew Bob. He clears his throat and deflects. "How are you?"

"You know. Good."

"How's the hot filmmaker guy?"

Brendon makes a big happy smile, which immediately slides away and he shakes his head like he just can't extol the effort. It's a face that Spencer completely relates to.

"He left me."

"Oh. I'm sorry, Brendon. Really, I am."

"You know … what are you gonna do?" He shrugs and Spencer is struck by how he can see his own hurt reflecting back at him through Brendon's eyes. The vivacity that once irritated him so much has been replaced with a more mature humility. Or maybe, he thinks, he's the one who's matured.

"So what happened with you guys?" Brendon asks.

It's such a personal question that Spencer would ordinarily be affronted, yet he finds himself at a Starbucks with a couple of Peppermint Mochas (his a decaf, soy, no foam), pouring his heart out because Brendon understands what he's going through.

"When Bob and I started seeing each other we wanted exactly the same thing; we wanted to live in the city together but have completely separate lives so we could focus on our careers. All the couples we knew who bought cute little houses in the suburbs said that it completely ruined their relationship, that they never had sex again. We would talk to our friend, Ray, and he'd say they were too tired from commuting and had to upkeep the house and they were too far away to do anything fun and it just killed every sexual impulse they had."

Spencer pauses for a moment because he honestly expects Brendon to say something like 'Heh, sexual' but he doesn't. He just sips his mocha, nodding and waiting patiently for Spencer to speak again.

"Bob and I would go home and say thank god we can't have kids and we can do whatever we want. We can have kinky sex on the kitchen floor or fly off to London on a moment's notice." Spencer feels like he's watching himself in a movie and he just can't shut up. "Then one Sunday we were having breakfast at this diner and there was this family with a boy and two little sisters – just like I had – and it hit me, like, I wanted _more_ , you know? So we went home and I said 'The thing is, Bob, we never do fly off to London on a moment's notice'."

"And the kitchen…?" Brendon grins but there nothing lecherous in the intention.

Spencer shakes his head. "Not even once. It's just a very cold, cherry hardwood floor."

"Oh."

Seriously, not even a 'hard wood' crack. Spencer is so impressed.

"Anyway, we talked about it and I said 'This is what I want,' and Bob said 'Well I don't' …and he left." Spencer shrugs. "And what's funny is, I'm _fine_. I'm over him. We wanted different things in life and so we moved on. That's what people do." He looks up and blushes because he realizes now how long he'd been talking about this and feels like a total queen.

"Wow," Brendon says. "You sound like you really have your shit together."

"Yeah." Though Spencer is less certain.

~

It's the best Peppermint Mocha that Spencer's had in a long time, and once they're done and getting pointed looks from the baristas, they walk slowly along Michigan Avenue. Spencer should have been hailing a taxi but he was having too good of time.

"And so now I guess I have to find an apartment," he explains.

"Yeah, me, too. But you know what I'm gonna do? I'll just find some local band that's going out on tour and move into their place. Because you know they're just gonna get evicted while they're on the road anyway, right?"

Spencer laughs and he knows it's been awhile since he has. He and Brendon look at each other for a moment, both still smiling before they look away.

"You know," Brendon says, "the first time we met, I didn't really like you that much."

" _I_ didn't like _you_."

"Yeah, you did."

"No, I didn't."

"No, you _did_. You were just so uptight then. You're cooler now."

"That's…" Spencer swipes his hands through his hair, which is blowing into his face. "Actually _not_ a compliment. It's kind of shitty thing to say."

"Oh. So, you're still uptight?"

Spencer can't help but laugh a little. "I just didn't want to sleep with you and you assumed it must be because I was frigid instead of considering the possibility that it might have something to do with _you_."

Brendon frowns at his feet, nodding to himself, seeming to accept the harsh criticism much in the same way Ryan always does. "You're right," he finally says. "Um, is there a statute of limitations on apologies?"

Spencer gives him a sidelong glance and grins. "Uh … six years?"

Brendon smiles. "Oh, I can just get it in, then! – Heh, _get it in_."

And as lame as it is, Spencer chuckles at the joke. He hasn't had this much fun arguing and laughing with someone in a long time. "Hey, would you like to get coffee again sometime?"

Brendon looks up at him, a little wary. "Are we becoming friends now?"

"Well, maybe? Yeah."

"Huh, awesome. A gay friend. You know, you may be the first hot guy I've not wanted to sleep with in my entire life."

"That's great, Brendon."

~

He and Brendon start hanging out after that and any day when they don't see each other, they still talk on the phone. Spencer even assigns Brendon his own ringtone and he smiles when he hears it before he even answers.

" _Hell_ -o," he says, answering his cell as he sits in bed looking over his Day Planner.

"Watcha doin'?" Brendon sounds melancholy tonight but Spencer doesn't mind because he calls Brendon when he's having down days too. They're like break-up buddies now.

"Watching Buffy."

"Channel?"

"Twenty-eight."

He can hear the show through the phone with a split second time delay. Spencer closes his Day Planner and watches, feeling like he's not so alone if they do it together.

"So you're really telling me you'd be happier with Riley than with Angel?"

"When did I ever say that?"

"On the drive to Chicago."

"I never said that," Spencer says.

"Yes, you did."

"I did not."

"Okay, have it your way."

 _'Hello, lover,'_ Buffy says to Angelus just before mayhem ensues.

"Whedon wrote the best banter," Spencer says idly.

"Hmm," Brendon agrees and then asks, "Have you been sleeping?" Finally getting to the real point of the call after making small talk about Buffy's boyfriends.

"Why?"

"'Cause I haven't been sleeping. I really miss Shane." Spencer can't think of anything to say to that. "Maybe I'm coming down with something?" Brendon continues. "The other day I was up at three in the morning watching _South Park_ in Spanish. 'Dios, mio! Mataron a Kenny! -Bastardos!' Clearly there is something wrong with me."

Spencer puts a hand over his mouth, laughing silently, not wanting Brendon's silliness to distract from being honest about how he's feeling. "Well," he says, clearing his throat. "I went to bed at seven-thirty last night. I haven't done that since the third grade."

"That's the good thing about depression, you get lots of sleep."

"I'm not depressed!" Spencer denies.

"Okay, whatever. What was spending two hundred dollars on firecrackers, then?"

"That had nothing to do with it!"

Brendon snorts and then is quiet again. "Do you still sleep on the same side of the bed?"

"I did at first." Spencer looks down, glad that he bought sheets in a new pattern from the ones he shared with Bob. "Mostly I sleep in the middle now."

"God, that's good. I feel weird if just my foot wanders over there. It's so cold. I miss him."

"I don't miss Bob."

"You don't?"

On the good days it's completely true. "Nope. You know what I miss? I miss the _idea_ of him. It felt good have him. To say 'this is _my boyfriend_ ' – does that make me an asshole?"

"Nah. Maybe I only miss the idea of Shane? … No, no, I miss the whole Shane."

On TV, Angelus and Buffy are sword fighting.

"I think guys are either low maintenance or high maintenance," Brendon says. "Angel was definitely high maintenance."

"Which one am I?" Spencer asks, only partially paying attention, but he knows that it's his job to keep Brendon distracted at the moment.

"You, my friend, are the worst kind. You're totally high maintenance, but you _think_ you're low maintenance."

"Bite me. I don't know what you're talking about."

"Seriously, no? 'Waiter, I'd like the house salad with the dressing on the side. Then I'd like the steak with the onions and mushrooms _on the side_. On-the-side is very big with you."

"Well, I just want it the way I want it."

"Exactly. High maintenance."

Spencer frowns and thinks about how he feels about this information, and that's when he realizes that he's okay with having Brendon point out a flaw (if it really _is_ a flaw) because he respects Brendon's opinion.

Buffy kisses Angel, tells him that she loves him, and proceeds to run him through with her sword.

Spencer and Brendon sigh simultaneously.

"True love, man …Yeah, okay, I'm definitely coming down with something."

Spencer yawns and rubs his eyes. "Maybe you should see a doctor?"

"No, he'd just tell me there's nothing wrong."

Spencer rolls his eyes and turns out the light.

"I'll just lay here and sing sad country-western songs to myself. _You picked a fine time to leave me, Lucille_ …"

Spencer snickers as he listens to Brendon's western twang and aims the remote to shut off the TV. "Goodnight, Brendon."

" _I've had some bad times, lived through some sad times, but this time your hurtin' won't heal_ – night, Spencer."

~

They're moving a table into Brendon's apartment, carefully maneuvering around the turns in the stairwell, when the conversation takes a familiar turn towards the random.

"I had the dream again the other night," Brendon tells him, giving a passing neighbor a polite smile and waiting until she's out of earshot before continuing. "Where I'm fucking a guy and the Elders from my Ward are watching."

Spencer giggles because he loves the way Brendon talks about growing up Mormon with both distain and affection.

"I get a thumbs up from the one who owned the grocery store and a thumbs up from the Boy Scout troup leader, but my father's sitting there and he gives me a thumbs down, like some Roman emperor sending me to the lions. I wonder, was it my technique or what?"

Spencer has to put his end of the table down because he's laughing so hard, his head pressed to the lacquered finish.

"Shut up! It's not funny."

"No, it's not!" But Spencer is still laughing. "You're completely fucked up."

"I know… " Brendon's got this sheepish way of looking pleased that he's made Spencer laugh, even if it's at his own expense. "But what about you? You haven't told me your reoccurring sex dream yet."

"No way!"

They manage to get the table inside and stand back to look at it, but Brendon still pesters him about his dream.

"Fine, _fine_ – but don't laugh! … Um, okay, there's this guy. This like, _faceless_ guy, and he tells me to get undressed and lay on the bed."

"Yeah? Do you?"

"Um, yes?"

"Then what happens?" Brendon's eyes are wide and curious, a faint smile playing in the corners of his mouth.

"God, no, I can't…" Spencer covers his warming face with his hands.

"Come on! What does he do?"

Spencer takes a breath and traces a finger over the surface of the table. "He, he tickles me."

"…That's _it_? A faceless guy tells you to get naked and _tickles you_ , and that's the reoccurring sex dream you've had since you were fifteen?"

"Well, sometimes I change it up."

"What part?"

"The color of the sheets."

Brendon's shoulders drop and he shakes his head. Spencer can see a thousand teasing comments formulating in his eyes, but he purses his lips and says nothing.

"What?"

"Nothing … and you say _I’m_ fucked up."

~

Brendon and Spencer are walking through a music Hall of Fame exhibit at Columbia. Being back at Spencer's alma mater with the enormous auditorium echoing around them, makes them feel small and hyper, and they lean together and giggle louder than normal.

They pass a display with Beatles memorabilia and it sets Brendon off.

"For the rest of the day, we're going to talk like the Beatles," he announces in a somewhat acceptable, lazy Liverpudlian accent.

"Oh, no," Spencer waves his hand and starts to walk away.

"C'mon, mate! Give it a go. Say, _fish and chips_."

Spencer looks around to see if anyone is close enough to hear before he tries. "Fish and chips." He's awful at accents but Brendon doesn't laugh.

" _I get by with a little help from my friends_ ," Brendon says, giving the words slight inflection of the song's melody.

"God … _I get by with a little help from my friends_." Spencer blushes because someone across the hall looks at them.

"Well done, mate. Fancy going to the cinema with me?"

Spencer focuses on Brendon's lips, the way he moves his mouth, trying to emulate the accent. "Fancy going to the cinema-"

"No, no." Brendon laughs, and sort of folds over and flails his arms. "No, I mean, would you? Like to go see a movie?"

"Oh. I, I'm sorry, I can't."

"Really? Got a date with a bloke, have you?"

"Well, yeah, actually. I do."

"You do?" Brendon asks with his own voice. "Dude, why didn't you say anything?"

"I don't know. We've been spending so much time together lately. It felt weird."

"You shouldn't though! It's awesome that you have a date!"

"Yeah? Thanks." Spencer flusters a little. They walk in silence for second.

"So, what are you gonna wear?" Brendon asks.

"That is exactly what Ryan asked! Just this, I guess?" He looks down at his jeans and t-shirt, holding his arms out.

Brendon looks at him and tilts his head. "Hm. You should wear black more. That button-up you have? That one works."

"Yeah? Okay. …You know what, Brendon, you should go out, too."

"Nah."

"No, you should. It'd be good for you."

" _No_ , no, I'm no good to anybody right now. I'm a confirmed bachelor like Jon now."

~

In spite of Brendon's refusal, he does go on a date on Thanksgiving weekend.

"It was the worst freakin' time, Spencer. Oh my god, I totally blame you!" he says as they hang Christmas decorations on Spencer's little Christmas tree.

"Don't put the same color bulbs next to each other! And who the fuck cares? The first date was always going to be a disaster anyway. Now you got it out of the way."

"You've only had _one_ date. How do you know it's going to get better and not worse?"

"How can it get any worse than sharing a cab after dinner and I'm already hyperventilating about kissing him when he leans over and _licks my face_?" Spencer shutters with revulsion at the memory.

"We're talking dream date compared to mine," Brendon says, clumping tinsel on the branches while Spencer follows, thinning it out. "We go to that little hippie place me and you went to, right? And I'm telling jokes and doing the Benny and Joon bit with dinner rolls – you've seen it." Spencer nods, smiling at Brendon through the branches. "Then he asks me if I like seafood. It reminds me of Shane and all of a sudden, I go on this emotional rant and I have to leave the restaurant."

"I don't get it. Did Shane like seafood?"

Brendon shrugs. "No. But there's seafood in Costa Rica."

Spencer gives him a confused look.

"I know!" Brendon wails and slumps back onto the couch.

Spencer sits next him and offers him a tin of Christmas cookies, nudging his leg with a knee. "I think we're just going to have to give this time. It'll be a while before either of us can enjoy seeing someone else. And …who knows how long before we can actually sleep with someone else."

"Oh, I still slept with him." Brendon bites his cookie, still looking at the tree.

"You – you slept with him?"

"Hm, mm."

"Wow."

~

Since Jon is a manager at Guitar Center, he can put the privacy sign on the guitar humidor room so Brendon can play any guitar he wants and customers won't interrupt them.

"I've never known you to have a relationship like you have with this Spencer guy."

"What do you mean?" Brendon asks, taking a Taylor acoustic off the wall and strumming it.

"Do you think he's good looking?" Jon asks, offering Brendon a pick, but he pulls one from his pocket.

"Yeah."

"You like hanging out with him?"

"Totally."

"But you're not sleeping with him?"

"No."

"I just think you're trying to make yourself miserable. You can let yourself be happy again, you know."

"You don’t understand! What Spencer and I have is good. I've never had a relationship with a hot guy that didn't involve sex."

Jon looks away, scratching at his chin through his whiskers. It was a long time ago but there were a couple of very cozy winter nights between them when they were roommates after Brendon first came to Chicago.

"I feel like I'm growing up," Brendon adds.

An angry-faced teenager bangs on the wooden door and peers in the window at that them, shouting, "Hey, unlock the door!"

"Sorry!" Jon says with a smile and points at Brendon. "I'm with a customer."

"We're customers, too!" the teen persists.

"Yeah, but _I_ can actually buy these things," Brendon shouts back with a cocky smirk and turns his back on the kid, blocking him out of view.

 _"Asshole,"_ they hear outside the door.

"Fuck off!" Brendon yells over his shoulder. "Where was I?"

"You were growing up, I think," Jon says, giggling softly.

"Right. Yeah, it's very liberating. I can talk to him about anything."

"You talk about things you can't say to me?" Jon looks almost hurt.

"No, no, it's not like that. We both know what it's like to come out of a long-term relationship - it's just a whole different perspective with him. And we talk to each other about the guys we see."

"You tell him about other guys?"

"Yeah, like the other night? I was fucking this guy and it was so intense, we were animals. He actually meowed."

"You made a guy meow?" Jon blinks.

"Yeah! And the cool thing is, I don't ever have to lie because I'm not trying to get Spencer into bed. I can just be myself."

"But, you made a guy meow?"

~

Spencer's sisters are going on a ski trip with their boyfriends for Christmas, so his parents are coming to Chicago to stay with him. He and Brendon get together one last time before Brendon flies back to Las Vegas. They have dinner and then go out to a pretentious little jazz club near campus where one of Brendon's pseudo-celebrity piano students has a gig.

"So what do you do with these guys you sleep with?" Spencer asks once a waitress has brought them drinks. "You just get up out of bed and leave?"

"Yeah." Brendon shrugs, drinking from his bottle.

Spencer simply cannot grasp the idea of fucking someone you've only just met and then leaving like that. Everyone he's had sex with has been in a relationship or at least qualified as friendly and affectionate hook-up. "But explain how you do it. What do you say?"

Brendon shoves a handful of pretzels into his mouth and talks around them. "I just say I have an early client, a haircut, a lacrosse game..."

"You don't play lacrosse." Spencer frowns.

"But they don't know that. They just met me."

"That's disgusting. Seriously; ew."

"I know, I feel shitty about it," Brendon says, dry as can be and sips his Corona.

"You know, I am so glad I never got involved with you." Spencer viciously squeezes lime wedges into his Zima bottle, shoving them down the neck. "I would have just been a random guy that you had to slink out of bed from and leave at three o'clock in the morning with the shitty excuse of having to feed your dog – and you don't even have a dog! Not that I would know this because we just met!"

"What are you getting upset about?" Brendon sits up and sets his drink on the table. "It has nothing to do with you."

"Yes, it does. You are an offensive cliché of gay men everywhere and I am a gay man, and offended." Spencer realizes as he crosses his arms that he's flouncing and possibly being a cliché of a gay man himself, so he shifts to a more dignified posture.

"Hey, I'm not bragging here but no one's complaining - if you know what I mean."

"Of course not! You're out the door too fast."

Brendon rolls his eyes. "I think they have an okay time."

"How do you know that?"

"Believe me. _I know_."

"Why? Just because they come?" Spencer doesn't even mean to, but he makes a jerk off gesture as he says it.

"Yes, because they come," Brendon answers, mirroring the gesture and adds wiggly fingers for a come-shot visual at the end. "It's not like you can fake that."

Spencer snorts. "Dude, I can get off with my right hand in thirty seconds, but that doesn't mean it's good sex."

Brendon purses his lips and waves away Spencer's idea. "Trust me, I can just tell, okay?"

"But it's not hard to fake a good time."

"Well, they don't fake it with me."

"Oh, right. I forgot. Not only are you a fucking Casanova, you're a mind reader as well."

"You don't think I couldn't tell the difference?"

"No!"

"Get outta here."

Spencer narrows his eyes on Brendon for a minute. He's just so fucking cocky with his stupid cute face and his perky little ass and his stupid scruffy goatee. He just gets whatever he wants. Spencer wants to kick him in the shin.

But since he's not six years old and he's already had a few drinks tonight, the impulse to demonstrate just strikes him.

"Ooh!" he groans. Then he does it again, louder and with his eyes closed. "Ooh, _god_ ," he gasps.

"You okay?" Brendon asks.

"Oh. Oh, god." Spencer slides down in his seat, spreading his thighs wide and opening his mouth. "Ah … ah, oh, god, yeah…"

Brendon sits up and glances around them, looking uncomfortable.

"That's it!" Spencer hisses. "God, yes, yes, oh!" Spencer writhes, his stomach muscles twitching. "Ah-ah, yes. Yes! Yes!" Spencer slaps his hand on the table and grips the edge of his seat with the other. He tosses his head side to side, really making a show of it.

People are beginning to turn around and look at them, and Brendon gives them a polite nod, chewing his lip.

"Ah, god, yes! Yes! Jesus, _yes_!" Spencer frantically runs a hand over his hair and then he buckles forward with a long, noisy groan. "Oh, god…" he finishes, panting, sinking lower into his seat, letting his head roll back.

There's a silence for a moment as people stare and even the band has stopped playing, when Spencer suddenly sits up, smoothes his hair and picks up his Zima, raising a challenging eyebrow at Brendon, who's scratching the back of his neck.

The man in front of the microphone leans down and mutters, "Somebody buy that man a drink," which gets a muffled chuckle from the bar.

~

New Year's Eve rolls around and Spencer asks Ryan to attend his company's party with him, but he declines in order to go out with the latest unattainable man Ryan's found to treat him badly. Brendon agrees to go with him on the promise of free alcohol and sexy musicians to ogle.

Everyone still standing upright is completely wasted by midnight, and Brendon and Spencer are happily standing together by the window with the city view.

"Thanks for coming with me tonight," Spencer says. "This is fun."

"Don't be stupid. The next national holiday if neither of us is seeing anybody, you've got a date."

"Deal."

"By the way, you look great tonight, have I said?" Brendon tells him.

He has, actually, at least four times. Not that Spencer's counting. "Thanks. You, too. And you shaved! I like seeing your face again," Spencer touches Brendon's cheek.

"Yep, it's my face." Brendon makes a rubber-face expression, twisting his lips and bugging out his eyes.

Spencer shoves at him and they laugh, leaning into each other, but then nearly trip over their feet and end up clinging to each other, which turns into a tangled hug.

They do hug each other sometimes, it's no big deal, so neither resists this, they just sway side to side as music plays. It's comfortable and Spencer sighs feeling how well Brendon fits in his arms and against his body. Brendon shifts ever so slightly against him, his nose brushing against Spencer's neck and he knows they've never touched each other quite like this before.

The tension in Brendon slowly dawns on Spencer, and he holds his breath and pulls away. He looks at Brendon, his mouth right near his own and … and Brendon looks completely terrified.

" _Ten! …Nine! …Eight_!" the countdown to the New Year begins and interrupts the awkwardness between them.

"Wanna get out of here?" Brendon asks, his focus still on Spencer's mouth.

Spencer nods and Brendon grabs him by the hand and leads them out onto the patio just as the countdown hits one. Party horns blare while confetti and balloons drop from the ceiling. They stand near an outdoor heater with their hands shoved into their suit pockets and watch as all the couples kiss each other.

They look at each other and shrug, laughing at themselves for being idiots. Spencer leans over as Brendon goes up on his toes to kiss each other on the cheek and quickly move apart again.

~

During the bitter cold of January, Brendon and Spencer are miserable with the cold weather once it's no longer draped in holiday ribbons and sparkling lights. A TV commercial on _Depression Awareness Month_ gives them the brilliant idea that the best way to distract themselves would be to set each other up with _their_ best friends.

"I can't believe you talked me into this," Ryan says as he and Spencer walk the last block to the restaurant.

"Look, it's perfect. You're my best friend and Brendon is … if you two happened to work out we could all be friends together and I wouldn't have to hate whatever self-loathing, repressed asshole you were with. Wouldn't that be nice?"

"You don't hate Arthur, do you?"

Spencer stops and looks at Ryan. "If Arthur ever left his wife and I actually met him, I'm sure I would hate him."

"He's probably never going to leave her, is he?"

"No, he's _not_ ," Spencer says, as though this isn't the five hundredth time they've had this conversation.

Ryan thinks for a second and nods. "Yeah. You're right. You are." They start walking again. "So, this Brendon is cute though, right?"

"Very cute."

"Then I don't understand why _you_ aren't dating him."

"I told you this. We're just friends."

"So he's not really _that_ cute?"

"Ryan! He is! And he's talented and funny and, I don't know, kind of a geek."

Ryan stops walking this time. "Funny and a geek? I'm leaving."

"Shut up before I kick you in the shin. Like you're one to talk, god. Let's go before we're late."

Introductions are friendly, if only a little stiff, and are accompanied by a laughable amount of _silent eye_ communications between them as they order.

As it turns out, the silence is better than most of the actual conversations they attempt.

"Ryan, you know Brendon's from Las Vegas, too?"

"That's right," he says. "Where'd you go to school?"

"Palo Verde. You went with Spence, right?"

"Yeah."

"Hmm." Brendon nods, a painfully polite smile on his face. "Hey Jon, Spencer's company helped organize that Battle of the Bands your store sponsored."

"Oh, yeah?"

"Yeah, I worked on that."

"I didn't really have anything to do with that," Jon mumbles apologetically

The conversation between Ryan and Brendon doesn't appear to be going any better.

"I _did_ read it. I just didn't like it, that's all," Brendon says.

"Well, he's only the reason I became a writer in the first place, but whatever," Ryan mutters into his glass.

Another silent round of 'I hate you for doing this to me' is exchanged while Spencer tries to think of something else to say.

"The problem with music today is that it can't reinvent itself; musicians should go back to the classics," Jon spouts in a random burst, drawing all eyes to him. He looks around the table and blushes. "I read that in an article."

"I wrote that," Ryan says, eyes fixed on Jon as if he's only just seen him.

"Nah. For real?"

"Yes. My column in the _Chicago Weekly_."

"That's wild, man. I never quote things."

"I've never been quoted before. This is amazing." Ryan's voice is as gentle as ever but he looks like he might burst. Spencer can't help but smile at him.

"Wow, you know I read your column every week." Jon's got this lazy little smile on his face and it's clearly only for Ryan. "You usually make a really good point and it's funny, too, but I don't know if many people get the humor."

"They don't. Nobody gets my humor."

"I do."

Jon and Ryan beam at each other with little heart-eyes so they are completely oblivious to the way that Spencer and Brendon look at them and then at each other. They exchange a disbelieving glare, lips twitching as they shake their heads. It's a mutual acknowledgment that they've just been dumped.

The rest of the meal goes easier as Jon and Ryan talk non-stop to the total exclusion of Spencer and Brendon, who they leave in stunned silence on the sidewalk after they hail a taxi while Ryan mutters something about his place being not too far away.

~

 **Three Months Later**

~

Of all the days on the calendar for Jon and Ryan to move into their new apartment together, April's Fools Day seems the most appropriate.

"And you know what the best thing about it is?" Brendon says. "That they hired movers and didn't ask us to help them. I _hate_ helping people move."

"Yeah, that and the fact that you have zero upper body strength to be of any use at all," Spencer mutters.

"Dude, take that back. I will challenge you to an arm wrestling duel!"

"Now why would you want to embarrass yourself like that?"

"Asshole! Fine, thumb war, then."

"No _way_ do you stand a chance at thumb war. I would kick your and your thumb's ass."

"What the fuck does that even _mean_?" Brendon demands with wonky confused eyebrows before he folds up with giggles, tripping along the sidewalk and bumping into Spencer. Spencer doesn't mind occasionally being the idiot when the reward is that laugh and that smile.

He stops abruptly, however, when he looks up and sees a man standing in the middle of the sidewalk, staring right at Brendon. Brendon is giggling, leaning against Spencer's arm when he looks up and follows Spencer's line of sight.

"Shane," he says.

 _Oh._

"Hi, Bren."

"Hi."

Brendon just stands there looking stricken and pale and like he's been kicked even though he was just laughing a moment ago. Spencer feels his neck heat as his anger flares up. Shane's eyes flicker over to Spencer for just moment, _appraising him_ , he thinks, before he looks back at Brendon. Another guy approaches and puts a light hand on Shane's arm with an uncomfortable smile on his face.

"Brendon, this is … this is Carlo."

"You're back early," Brendon says, not acknowledging Carlo at all.

"Um, yeah. I am," Shane answers. He looks back and forth from Brendon to Spencer, waiting for an introduction. The thing is, for all Spencer wants to hate Shane for hurting Brendon, now that he sees the apologetic way he's looks at Brendon, he can't really.

"Hi. I'm Spencer Smith."

"Pleased to meet you, Spencer," Shane says and introduces himself since Brendon isn't offering it. Spencer and Carlo exchange a nod but Brendon and Shane are back to staring at each other.

"Well, we should go," Shane says. He's got such a gentle voice and easy demeanor that Spencer's entire perception of him changes.

"Yeah. Yeah," Brendon mutters.

"We should talk sometime," Shane offers. It's a platitude, really, but it's also a gesture that Spencer respects.

"Right. Oh, definitely," Brendon says, with a robotic nod and a wave.

They walk in silence for half a block before Spencer asks if he's okay.

"Yeah. 'm fine. I mean, _Carlo_?" he lets out a cold laugh. "Most people go to Costa Rica and come back with a tan, but Shane comes back with a Carlo!"

"I'm sorry."

"No, it's fine. It had to happen at some point. City as big as Chicago, we couldn't possibly avoid each other for long. So it's done now. It's fine. It's _totally_ fine."

~

Ryan and Jon are their usual love-struck selves, tripping over each other with affection while they trip over boxes and two apartments' worth of furniture in disarray.

"It's just that I can't watch the game on a Curly Q chaise lounge, Ry. I can't," Jon's voice drips with over polite affection.

"But the chaise in an attractive piece of furniture and not … _that_." Ryan points at Jon's oversized, brown Lazy-Boy. "Spence?"

Spencer just shakes his head and smiles. So not getting into that one. No way.

"You can make all the decorating choices, okay? Anything you want. But, _my chair_ ," Jon insists, as gently as he can. Spencer would find this exchange annoying already if he weren't tense from the energy arcing off of Brendon.

"We can get you a new chair. A better looking chair," Ryan offers.

"But it's a great chair! There's nothing wrong with it."

"Jon, sometimes when you love something, you can't see it for what it really is, but-"

"You know, it's funny,” Brendon says, his tone so cold that Jon and Ryan look over with wide eyes. "This is how we used be, Shane and I…"

"Can we not do this now?" Spencer mutters, leaning towards him.

"Oh, no, I think it's the perfect time to do this. I want our friends to benefit from my experience." He turns on Jon and Ryan, all narrow eyes and big gestures. "Right now, everything is great. Everything is wonderful, everyone is in love; but eventually, you'll wake up one day and find out that everything that you thought was yours, isn't anymore, oh and by the way _'Can you please be out by next Wednesday?'_ "

"Brendon…" Spencer tries to intervene. Ryan retreats close to Jon, who puts an arm around his waist.

"No, no. You know it's true just as well as I do, Spencer. It doesn't matter if the chair is ugly or if it matches. Eventually, there won't be a happy home to keep it in anyway!"

"You think my chair is ugly?" Jon asks.

" _Yes_!" Brendon shouts, flinging his arms in the air and then storms out the front door.

"Um. He saw Shane today," Spencer explains in the ringing silence left in Brendon's wake.

"Oh, should I…?" Jon asks, taking a step.

"No, no. You guys just…" Spencer waves at them and _the chair_. "I'll go."

Outside, Brendon is kicking a discarded moving box against the wall.

"I know, I know, I shouldn't have yelled at them." Brendon stops kicking the box and crosses his arms, chewing on his thumbnail.

"Brendon, you're going to have to learn not to express every thought and feeling you have, the moment you have them."

"Oh really? You think? I'm so sorry, do you have any _more_ pearls of wisdom for me today?"

"Hey, you don't need to be a dick to me just because you're upset."

"I think I'm entitled when the Ice Queen is trying to give me life advice." Brendon kicks the box again.

"What the hell is that supposed to mean?"

"It _means_ nothing bothers you! You don't get upset about anything. You never get upset about Bob, you never talk about him – how is that possible?"

"I'm not going to take this shit from you," Spencer snaps and turns to go back into the house but Brendon follows and gets in his face.

"If you're really so over Bob, why aren't you seeing anyone?"

"I _do_ see people!"

"Please, 'see people'. Have you slept with one person since you broke up with Bob?"

" _That_ will prove I'm over him? Because I've fucked somebody?" Spencer shouts at him. "Listen, I will go to bed with someone when it means something to me, not the way you do it, like you're out for revenge for something!"

Spencer forgets how loud his voice can get until he see Brendon blinking up at him.

"Can I say something now?" he asks, his shoulders hunched around his ears.

"Yes." Spencer takes a calming breath and brushes his hair out of his eyes.

"I'm _sorry_ ," he says, moving to hug Spencer.

Spencer pulls him close, petting over the back of Brendon's head.

"I'm sorry, I'm sorry," Brendon mutters into Spencer's ear, squeezing him tight.

They stand like that for a minute, Brendon clinging while Spencer runs his hands up and down Brendon's back. "Shh, I know. It's okay …"

He feels jitters from coming off the adrenaline spike and pulls back to see the same weariness in Brendon's face. It's scary to fight with someone you care about and that's a much greater issue than what they were actually arguing about.

"You okay?" he asks, cupping Brendon's cheek for just a moment. They exchange apologetic smiles before returning inside to help Jon and Ryan make a mess of things.

~

Spencer's company gets overwhelmed during the spring months with bands tail-spinning out of control at the end of winter tours and preparing them for the summer festivals. He's barely had time to see Ryan and Jon. Brendon meets him for lunch or accompanies him on random adventures like acquiring an ice cream truck for a music video. _"I knew you were going to destroy the music industry,"_ Brendon had teased, just before he said, _"Ohh! It plays music."_

Now Spencer sits numb, staring at his computer screen. Once he manages some control over his shaking hands, he goes for the vodka in the freezer and his cell phone.

"'sup?" Brendon answers in that airy, off-hand voice that sounds like he's actually doing something.

Spencer tries to talk normally but at the moment he doesn't know what that is. "Um, are you busy?"

Brendon pauses. "No. What is it?" he asks, his concern is obvious so Spencer doesn't bother trying to pretend.

"It's … it's Bob."

"I'll be right over."

Spencer's managed to choke down one coffee mug of vodka before Brendon knocks on the door as he opens it.

"Spence?" he calls, peering into the living room.

"Hi." Spencer doesn't even recognize his own voice. "I'm sorry. Did you have plans? You look like you had plans," he says, noticing Brendon's wearing his good jeans with a button-down shirt and a vest. He looks down at himself and feels disgusting, inside and out, in his sweat pants and a too-tight t-shirt, and he knows he must be all splotchy and pink-faced.

"Nah … Hey, you all right?"

"I think I want some socks."

Brendon blinks, glances at the vodka, but says, "Okay. You wanna tell me what's up?"

Spencer can feel himself choking up, he takes a breath and struggles to find a way to start and finds himself at complete loss. He just waves his mug and bottle aimlessly and walks toward the bedroom, and it all just spills out. "Well, I was working at first. And then I was just fucking around online, you know, like, ninja-cat videos on YouTube and shit – shut up – and email. I was checking in with the family on Facebook, and there it was: _Bob is now in a relationship with Jeffrey_. Just, I mean, _Jeffrey_ , what kind of name is that, anyway?"

"It's a stupid name. A really, really bad name." Brendon nods with sympathy at Spencer's ranting.

"I know! It really is. 'Jeffrey'. And so then – and I'm not ashamed to admit it – I creeper-stalked him online."

"Of course. That's totally what one does."

"Right? So, he has a MySpace … with _pictures_." Spencer sits on the bed next to Brendon with a flump and takes a deep breath. "They have three dogs and they went on a vacation together. Bob and _Jeffrey_. With the dogs."

"Yeah?"

"They have dogs together! He's supposed to be Bob's transitional person, he's not supposed to have _pets_ with him!"

"Oh, right. I see."

"I wanted to get a dog. I like dogs! But he never wanted one. He said we worked too much and who wants to walk a dog in the winter, anyway?" Spencer drinks, inhaling after he swallows the sharp cold of straight vodka.

"Dude, easy, that's not one of Ryan's fruit-tinis. How much have you had?" Brendon asks, taking the bottle from him.

"Not enough yet. Give it back."

"Nuh-uh." Brendon sets it down on the nightstand and turns back to Spencer. "So Bob's moved on, huh?"

Spencer nods, wiping at his nose with the back of his wrist and stares at the floor. "All this time I thought Bob just didn't want that kind of life. But the truth is …he just didn't want it with _me_. He didn't love me."

He glances at Brendon, whose eyes are big and full of empathy.

"If you could have him back right now, would you?" Brendon asks.

" _No_." Spencer flails his arms and Brendon takes the still full mug from his hand. "But why didn't he want _me_?"

He flops back onto the bed, knowing full well he's putting Ryan's flouncing to the test, but Brendon sets the mug on the table and lies down facing him.

"What's the matter with _me_?" he asks, hating the whine in his voice.

"Nothing," Brendon says, brushing Spencer's hair out of his eyes.

"I'm difficult."

"You're challenging."

"I'm too structured and judgmental."

"But in a good way."

Spencer really thinks if Brendon keeps being nice to him in the midst of his self-abuse, he really might cry after all. "No. No, no, I drove him away. I was demanding too much." Spencer's chest feels solid and like he can't breath, all his failures and insecurities piling on at once, he sits up and Brendon sits, too. " … And I'm gonna be _thirty_."

"What? When?"

" _Eventually_."

"In like, five years," Brendon says, his bottom lips twisting, trying not to smirk, which makes Spencer laugh.

A laugh which lets loose a knot of emotion in his throat and he presses both hands over his face, scrubbing at his eyes.

"Oh, hey, come here." Brendon scoots close and pulls Spencer against his chest, rocking him. "It's okay. It'll be okay," he soothes.

"I'm not crying," Spencer mumbles into Brendon's shirt.

"I know." Brendon squeezes him and runs a hand over Spencer's head and he melts a little closer. "It'd be okay if you did. The snot'd blend in to the pattern."

Spencer chuckles. He lets Brendon rock him side to side a little longer, still squeezing his shoulders, rubbing his back, and even pressing a kiss to the top of his head before he eventually sits up, still clutching Brendon's shirt.

"I feel stupid now."

"No," Brendon says, cupping his cheek and darts close enough to press a quick kiss to Spencer's mouth.

"Thanks."

"Sure …I'll go make some coffee, 'kay?"

Brendon starts to get up but Spencer doesn't want to let go yet. "Brendon, wait. Can you just, wait, another minute?"

"Yeah." Brendon shifts closer and they hug again. "Aww, hey …" he says, which doesn't really mean anything sensible but it makes Spencer smile because Brendon has got absolutely zero words of comfort to offer, and yet, he's still here and he's holding Spencer and he's not making him feel like an ass, and that alone is some comfort.

He sits back again, ducking his head, and Brendon tips his chin up with his fingers and kisses him again. It's just a sweet, friendly kiss, but the thing is, Spencer likes it. He likes that Brendon cancelled his plans the moment he called, and he likes that Brendon doesn't try to fix things. He looks into Brendon's eyes, slightly crinkled at the corners with concern and friendship and his mouth is just…

Spencer leans forward and kisses him. No thinking, he just does it, and he can feel Brendon freeze but Spencer presses again, and after a pause Brendon exhales through his nose and very cautiously kisses Spencer back.

All the while their lips are moving against each other, Spencer isn't thinking about anything but _yes, this_ because one half of him aches from the hurt, while the other half just _wants_. Maybe that's a dangerous combination, but he wants Brendon. Every little touch and joke and argument between them makes Spencer feel grounded and right, and as he feels himself lying back onto his bed with Brendon pressed again him and feels like this is everything that is right, too.

Brendon's hand grips his waist, just under the hem of his shirt while he feels along Brendon's front, unbuttoning him from the top, down, and once the shirt is open, he moves onto his belt.

"Uh…" Brendon shuffles backwards until he's standing, breathing hard and wiping his mouth dry.

"Yeah, easier this way," Spencer says as he sits forward and unbuckles Brendon's belt, opens his pants, pushing at them until Brendon helps with a whimper.

"Spence?" Brendon asks, startling every time Spencer touches his skin, kissing across his torso. It's kind of cute, because Spencer knows that Brendon is generally down with getting naked at the slightest request, but all this nervousness for _him_ is kind of endearing. Spencer kicks off his sweats and t-shirt, feeling a little shy about it, and Brendon undresses, too, moving slowly, and when Spencer takes out a bottle and condom and lies them on the bed next to him, "I want, want you to. Okay?" Brendon just nods and climbs over Spencer, kissing him again.

Brendon's amazing with his mouth and careful with his fingers, letting Spencer bliss out on the intensity of it all until finally, impatient, Spencer sits forward and puts the condom on Brendon himself.

He clings, he knows he does, while Brendon fucks him, leaning up to kiss Brendon's neck and chest and letting his hands roam every bit of bare skin he can reach.

"Open your eyes," Spencer tells him. Brendon complies, but only for a moment before squeezing them shut again, pausing to reach for Spencer's hand to wrap around his own cock.

"You've gotta … c'mon, Spence, I won't last much longer."

It's easy to come with Brendon inside of him and he watches how Brendon screws up his face and groans a minute later, when he finally lets himself thrust hard and fast.

~

Spencer, exhausted with emotion and exertion, sleeps with his forehead pressed against the curve of Brendon's shoulder, the knuckles of his curled hand at Brendon's waist.

He's had several dates and exactly three blowjobs since he broke up with Bob, and all heartstrings and awkwardness aside, having sex with Brendon leaves him feeling raw in every way. He's not as off put by the feeling as he'd imagine.

Spencer wakes the moment Brendon slides out of bed in the early hours of the morning, hears him use the bathroom, and Spencer smiles into the pillow, waiting for him to slip back, warm and naked, under the covers with him, when he hears the jingle of Brendon's belt instead.

Spencer squints into the dim light, props himself on his elbow, and asks, "Where're you going?" as he pulls the sheet over his chest.

Brendon looks surprised but then gives Spencer an apologetic smile.

"I've got to go, um," he says, glancing at Spencer as he steps into his jeans and buttons up. The bottom falls out of Spencer's stomach as he watches Brendon shrug into his shirt and stuff his bare feet into his shoes. "I've got an early piano lesson. I've got to go home and shower first, you know."

Spencer leans back against the pillows and pulls the blanket up higher around his shoulders.

"And you've gotta work, too, right?" Brendon adds, standing next to the bed, wringing his socks and his vest in his hands, making Spencer feel incredibly naked under the blankets as he looks up at him.

"Yeah, right…"

"Right," Brendon agrees and he looks into Spencer's eyes, but they are dull and distant, like he's trying not to actually _see_ Spencer at all. "But after, I thought we'd catch some dinner, okay?"

"Okay?" Spencer's too stunned to say anything. He can think of plenty, he just can't settle on any one thing.

"Okay!" Brendon fidgets for a moment before he leans over and kisses the top of Spencer's head and then makes a beeline for the door. "I'll call you."

~

Jon is curved around Ryan's back, his forehead mushed between Ryan's shoulder blades, when the cell phone on the nightstand buzzes.

Ryan startles to alertness with a gasp and the assumption that only bad news calls between twelve and six a.m.

Jon puts a soothing hand over Ryan's pounding heart as he answers, "Hello?"

 _"I'm sorry to call so early,"_ Spencer says.

"What is it?" Ryan asks.

"None of our friends would call this early," Jon mumbles through a yawn, when his phone rings, too.

 _"I did something terrible,"_ Spencer says. _"I feel like shit."_

"None of our friends would call this early," Jon repeats into the cell by way of an answer.

 _"I need to talk to you,"_ Brendon tells him.

"What did you do?"

"Whatsa matter, buddy?"

 _"Brendon came over last night. I was upset about Bob."_

 _"I went over to Spencer's last night, and one thing led to another…"_

 _"And before I knew it we were kissing and …"_

 _"To make long story short, we did it."_

"They did it!" Jon and Ryan hissed at each other with their hands over their receivers. They sit up in bed, shoulder to shoulder.

"That's great, Spence."

"Awesome, man."

"You should have done it in the first place."

"For months we've been saying you should just do it already."

"You guys belong together."

"It's like killing two birds with one stone."

"It's like two wrongs make a right."

"How was it?" they ask together. Ryan nudges Jon with his elbow and he nudges right back.

 _"Like, the during part? Was totally good."_

 _"I thought it was really good, but then maybe it wasn't?"_

 _"And then I kinda freaked out – I had to get out of there."_

"Damn, really?"

 _"He just got up and left. I am so pissed off, Ry."_

"'m sorry. What a dick."

 _"I feel so bad. I'm such a dick!"_

"Look, B," Jon rubs his face. "I guess it would have been cool if it worked out, but…"

"Maybe you should just never sleep with someone when you find out your ex is totally over you."

 _"Oh, geez, thanks a lot. Is that Jon?"_

 _"Is Ryan talking to someone?"_

"He's … talking to the cat."

"He talks in his sleep?" Jon and Ryan make faces at each other because neither can lie for shit, and they both ask, "Do you wanna come over for breakfast?" They swat at each other, then, shushing and shoving, until Spencer and Brendon both decline the offer.

"Good! I mean, it's just so early."

"Yeah, okay – but call me later, man."

 _"Okay, bye."_

 _"I'll just talk to you later."_

"Okay, bye."

"Bye."

There a moment of exhausted silence as Jon and Ryan flop back onto their pillows, their heads tilted together.

"Jesus."

"Tell me about it."

Ryan looks at Jon and then shifts a little closer, caving in towards him. "Tell me I'll never have to be out there again?" he says into Jon's chest.

Jon puts his arm around Ryan's shoulder and kisses his head before he scruffs his beard over Ryan messy hair. "You'll _never_ have to be out there again," he promises.

~

Spencer sits at the table in the restaurant Brendon suggested by text message. Ordinarily he never minds communicating by text, but today he's chocked it up to cowardice on Brendon's part. He scraps his thumbnail over the crosshatch pattern of the tablecloth, huffing at himself for being early and appearing as anxious as he feels. He can't remember ever actually being nervous about seeing Brendon – except for maybe that very first time years ago in Vegas.

When he sees Brendon approach, he takes a breath and turns his anxiety inside out, leaving a cool exterior. He just wants to pretend like it didn't matter.  
Like it never happened. Like it was mistake.

He just hopes he gets to say it first.

"Hey," Brendon says, taking the seat opposite. "You order yet?" He barely looks at Spencer before diving behind his menu, which is just as well because Spencer is trying to flay him with his eyes.

The waiter arrives, announcing the specials, and Spencer prolongs the distraction by ordering his dinner as particularly as he can manage, until the poor waiter walks away looking confused and frustrated.

Spencer braves up and looks at Brendon, who's chewing his lip and then suddenly bursts out with, "It was a mistake."

It's like Brendon just stabbed him with the salad fork.

"It … _was_ ," Spencer agrees, taking a drink of his ice water.

Brendon sits back in his chair with a smile. "I'm so glad you agree! I mean, not that it wasn't good!"

"No, no, it was."

"It really was."

"It's just…"

Spencer realizes in this very moment that he's never been dishonest with Brendon. He's always been truthful, even when he knew it would hurt Brendon, but right now, he can't even be honest with himself.

"We just never should have done it," he says, dismissively waving his hand.

"I am _so_ glad you agree." Brendon lets out a little laugh, and when the salad comes, digs into his meal with vigor.

Spencer's meal is exactly as he requested, but he can't taste a thing.

~

He doesn't see Brendon for the rest of May: things keep coming up – as they do – and he spends a lot of time at Ryan and Jon's place – always making sure they don't have any _visitors_ first – and helps them decorate for their house-warming party.

As near as Spencer can tell, Ryan has given the party a theme of 'flowers'. Ryan claims it's because the month of May has a historical significance of new life and new beginnings, but every time Spencer comes over, Jon is teasing him about how May is 'Asparagus Month' or 'No Socks Month' or how their party is on 'Towel Day.' Jon gives Spencer a smug smile every time he gets Ryan to roll his eyes and then dutifully fulfills whatever request or errand Ryan has for him.

Spencer loves to watch how they goad each other, but then he also sees how Jon's always taking pictures of Ryan and showing them off, and Ryan can't talk about anything else but Jon.

He catches them kissing in the kitchen once. Spencer pretends like he doesn't see them, but he sees enough to know how Jon squeezes the side of Ryan's ass as they lean into each other, and how Ryan grips to the back of Jon's shirt.

Most of the time, Spencer tells himself how reassuring it is that friendship and love and desire really can be compatible.

Most of the time, he believes it, too.

~

The party is gorgeous. Ryan has turned the place into an English garden and there are tiny white lights strung everywhere. The condo is packed with of all of their friends, everyone feeling the affection of their hosts.

Spencer and Brendon acknowledge each other from across the room but Spencer keeps busy 'helping' until Ryan insists that he stop fussing and enjoy the party. The moment he takes a glass of champagne and stops moving, Brendon comes up to him.

"Hi."

"Hello," Spencer says, refusing to look at him.

"You look good," Brendon says.

"Thank you," Spencer accepts. He doesn't return the compliment but Brendon is wearing the suit he wore on New Year's Eve and he actually looks sexy as hell, but thinking about that isn't going to do him any good.

"So how've you been?" Brendon asks.

"Fine."

"Are you -?"

"Brendon, don't."

"What?"

"Just don't, okay?"

"Why can't we get past this?" Brendon asks. "Are we going to do this forever?"

"Forever?" Spencer turns to face him. "It _just_ happened."

"Three weeks ago!"

Spencer knows perfectly well how long it's been. Long enough that Brendon's number is no longer on his 'recent calls' list.

"Okay, like, you know how a year to a person is like seven years to a dog?" Brendon says.

Spencer tilts his head and waits for the alien to crawl out of Brendon's ear. "…Yes?"

Brendon holds his hands out to the side with a smile.

"Is … is one of us supposed to be the _dog_ in this scenario?" Spencer splutters.

" _Yes_ ," Brendon says, looking pleased that Spencer understands.

"I … who is the dog?"

"You are."

"I am. I am the dog? I – " Spencer really thinks he's going to kick Brendon, for real this time, but he just can't assault someone under so many flowers and twinkling lights. He spins around towards to the back door and gestures at Brendon to follow.

"I don't see that, Brendon," he hisses in the middle of the kitchen. "If anyone is the dog, _you_ are the dog! You want to act like what happened didn't mean anything!"

"I'm not saying it didn't mean anything. I'm just saying why does it have to mean everything?"

"Because it does! And you should know that better than anybody because the moment it happened you walked right out the door!"

"I didn't walk out."

"No, you fucking _ran_ , more like."

"But … we both agreed that it was a mistake!" Brendon insists as Spencer turns his back again.

"Biggest mistake I ever made!" Spencer stomps down the back steps into the yard.

"What do you want from me?" Brendon demands, trailing behind him.

"Not a goddamn thing!"

"Oh, fine! Fine! But let's get one thing straight," Brendon yells at him, and Spencer blinks when he realizes that while Brendon's argued with him a million times, he's never actually shouted at Spencer in anger before. "I did not go over there that night to have sex with you! That is not what happened. But you looked at me with those sad blue eyes, all 'Hold me, Brendon', 'Just a little longer, Brendon' – what was I supposed to do?"

"What are you saying, you took _pity_ on me?"

"No, I was-"

"Fuck you!" Spencer flings his glass and it shatters against the brick wall, drenching Brendon's face in the process. He storms back into the house because much as he wants to commit violence, he's never actually punched anyone before, and some part of him knows that he really loves Brendon or he wouldn't be this hurt by him.

Back inside, Jon and Ryan have their arms around each other, each with a glass raised and smiles big.

"Everybody, I'd like to make a toast," Jon says, his voice deep and lispy from too much beer. "To Brendon and Spencer; if me or Ryan had found either of them remotely attractive, we would not be here today."

Ryan ducks his head, laughing and Jon kisses him while everyone else turns to toast them, laughing at Spencer and Brendon who is now standing by his side.

Spencer stands there and conjures a smile that hurts him. He won't ruin this moment for Ryan, he just won't.

~

It's the first time that Spencer's really been alone. He's had his family, and then university friends, and then Bob … and then Brendon. He's always had Ryan and still does, but being with Jon is the best thing that's ever happened to Ryan, and Spencer doesn't want to interfere.

And also, having Jon in his life is an ever present reminder that Brendon _isn't_.

"You should date," Ryan says, as he clears off the table so they have room to eat. "Or at least get laid."

"Because that turned out so well for me last time? Ew."

To be honest, what Spencer really wants is to laugh. He realized last week that he'd gone the whole weekend without laughing once and that hadn't happened in months. Brendon made him laugh every day. Made him do something stupid everyday. Had fun.

"Is…?" Spencer digs his fingernails into his palm, but he can't stop himself, "is he seeing anyone?" he asks Ryan in a low voice, almost embarrassed that Jon might hear him.

"No," Jon answers, from where he's serving dinner at the stove. He gives Spencer a little regretful smile, for overhearing or for being Brendon's friend he's not sure. "He's not seeing anyone."

It's not that Spencer couldn't talk to Brendon if he wanted to. There are calls. There are text messages, emails, and voicemail, too. _"You're not answering so I'm assuming you're A. sleeping, B. don't want to talk to me, or C. desperately want to talk to me but are trapped in your bathtub. If it's A. or C. call me back. Please?"_

Spencer locks that one and listens to it often.

~

On the Fourth of July, Spencer's company has a big party. In lieu of a real date, he brings Jon and Ryan, which sounded fun at first but turns out it was the worst idea ever. 'Third wheel' can never be disguised as a 'group of friends' when two-thirds of the group is adorably stupid for each other.

So far he's been hit on by one of his bosses and by a stoned rock star, which in some other life might have made him feel pretty pleased with himself, but instead he's remembering how he stood in front of this same window with Brendon last New Year's Eve.

The view is pretty incredible with fireworks erupting over the river but Spencer remembers all the places he and Brendon have been together; the record store where they met for the third time, the Starbucks where they started to become real friends. Long walks along North Michigan Avenue and down at Navy Pier and all the dingy little bars and clubs they've seen bands.

It strikes him hard when he realizes that Brendon is really down there somewhere and probably (hopefully?) just as depressed as Spencer is. He has this irrational fantasy image of Brendon running through the city to get to him and the clarity of knowing that is not going to happen is just too much to bear.

"I'm gonna go," he tells Ryan and Jon, who are feeding each other ice cream.

"Wait till the fireworks are over," Ryan says, wiping vanilla and chocolate sauce from his nose. "Then come home with us."

"No. Sorry, I just don't have anyone and it's …"

"Aw, you can be my _other_ date, Spence?" Jon offers, his cheeks pink as he leans on Ryan.

"Thanks, no. Just …" He waves them off and just goes because he's been avoiding this depression and he's ready to dive into it properly now.

Except that before he makes it to the exit, he looks up and finds himself staring at Brendon. There's a flickering glow of red, white, and blue over everything, but he is really there, breathing hard, and his forehead is damp and he walks slowly towards Spencer, talking.

"I've been doing a lot of thinking. No, shut up, I'm serious. And the thing is, I love you."

" _What_?"

"I love you," Brendon repeats. His shoulders are relaxed and he has an almost-smirk like he's making some clever announcement.

Spencer opens his mouth to say something – anything – because it can't be this easy. If it were this easy he wouldn't have carried around the crumbling remains of his pride and a broken heart for the last month. "I don't even know how you expect me to respond to this."

"I think I was kinda hoping for, you love me, too?" Brendon steps a little closer. He doesn't seem as short for some reason, his face is unshaven and he's a little dark under the eyes. Spencer's spitefully glad for it but sorry as well.

He has to get away or his driving instinct to take care of Brendon is going to derail him, and he starts toward the door. "Well I think I was kinda _leaving_."

"Doesn't what I said mean anything to you?"

"I'm sorry, Brendon," Spencer turns back to him. "I know you feel guilty or lonely or whatever, but you just can't show up here and think everything's all better now. It doesn't work that way!"

"Well how does it work? Tell me and I'll do it!"

"I don't know! But it isn't _this_."

"How's this then?" Brendon steps into Spencer's space and Spencer never backs down so it just means they're only inches apart. "I _love_ that you own a million shoes but always wear the same pair. I _love_ that it takes you an hour and half to order a burger. I love that you raise one eyebrow at me when I've said something totally stupid. I love that after I spend a day with you, I can still hear your laugh in my head." Brendon takes a breath but Spencer can't breathe at all. "I love that your smile is the last thing I want to see before I go to sleep at night … And it's not because I feel guilty, and it's _not_ because I'm lonely. I came here because when you realize you're in love with your best friend, you want to tell them as soon as possible."

Spencer's not sure any oxygen is getting to his brain. It's like his armor has been unzipped and he's got no protection left.

"You see?" he says, giving Brendon a light shove to the shoulder, but he fists the fabric in his hand so Brendon doesn't move much. "That is exactly the sort of thing that you say, Brendon, and you make it so hard for me to hate you … and I _really_ hate you."

Brendon is giving him a cautious smile, his eyebrows doing that pinched together thing and he moves closer, slipping his hands up around the back of Spencer's neck until they are pressed forehead to forehead.

 _"I hate you,"_ Spencer mouths at him.

 _"I'm sorry,"_ Brendon wordlessly replies.

Spencer closes his eyes and lets himself deflate a little, closing the rest of the tiny space between them.

"Spence…" Brendon whispers as he moves in to kiss him.

And _this_ kiss, this is what was missing that night in his apartment. The way Brendon pulls at him with his hands and presses kiss after kiss to his mouth until Spencer tilts his head and parts his lips.

There are fireworks erupting outside and Spencer is pretty sure it's for them.

It turns out they were both a little bit wrong about the sex part ruining friendship.

It just took seven years to work it out.

 


End file.
